Exhibit 4.2


 


EXECUTION COPY


 




 





 


FIRST SUPPLEMENTAL INDENTURE


 


Dated as of August 20, 2008


 


among


 


INTERVAL ACQUISITION CORP.


 


The Guarantors Party Hereto


 


and


 


THE BANK OF NEW YORK MELLON,


 


as Trustee


 




 





 

















 


THIS SUPPLEMENTAL INDENTURE (the “Supplemental
Indenture”), entered into as of August 20, 2008, among INTERVAL ACQUISITION CORP., a Delaware
corporation (the “Issuer”), the
guarantors party hereto (the “Guarantors”),
and THE BANK OF NEW YORK MELLON,
as trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Issuer, the Guarantors other than Interval Leisure Group, Inc.,
a Delaware corporation (the “Additional Guarantor”),
and the Trustee entered into the Indenture, dated as of August 19, 2008
(the “Indenture”), relating to the
Issuer’s 9.5% Senior Notes due 2016 (the “Notes”);


 


WHEREAS, the Notes were issued as part of
financing relating to the pro rata distribution (the “Spin-Off”)
of 100% of the capital stock of the Additional Guarantor to the stockholders of
IAC/InterActiveCorp, a Delaware corporation;


 


WHEREAS, the Additional Guarantor has agreed to unconditionally
guarantee all of the Issuer’s obligations under the Notes and the Indenture on
the terms set forth in the Indenture, and in connection therewith, the
Indenture, pursuant to Section 9.01, requires the Additional Guarantor to
execute and deliver to the Trustee this Supplemental Indenture;


 


WHEREAS, the Guarantors, Additional Guarantor and the Issuer have
requested that the Trustee execute and deliver this Supplemental Indenture; and


 


WHEREAS, all things necessary have been done to make this Supplemental
Indenture, when executed and delivered by the Guarantors, Additional Guarantor
and the Issuer, the legal, valid and binding agreement of the Guarantors,
Additional Guarantor and the Issuer, in accordance with its terms.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally bound, the parties to this
Supplemental Indenture hereby agree as follows:


 


Section 1.  Capitalized
terms used herein and not otherwise defined herein are used as defined in the
Indenture.


 


Section 2.  The Additional
Guarantor, by its execution of this Supplemental Indenture, agrees to be a
Guarantor under the Indenture and to be bound by the terms of the Indenture applicable
to Guarantors, including, but not limited to, Article 10 thereof.


 


Section 3.  This
Supplemental Indenture shall be governed by and construed in accordance with
the laws of the State of New York.


 


1

















 


Section 4.  This
Supplemental Indenture may be signed in various counterparts which together
will constitute one and the same instrument.


 


Section 5.  This
Supplemental Indenture is an amendment supplemental to the Indenture and the
Indenture and this Supplemental Indenture will henceforth be read together.


 


Section 6.  The recitals
contained herein are made by the Issuer, the Guarantors, and Additional
Guarantor and not by the Trustee, and the Trustee assumes no responsibility for
the correctness thereof.  The Trustee
makes no representation as to the validity or sufficiency of this Supplemental
Indenture.  All rights, protections,
privileges, indemnities and benefits granted or afforded to the Trustee under
the Indenture shall be deemed incorporated herein by this reference and shall
be deemed applicable to all actions taken, suffered or omitted by the Trustee
under this Supplemental Indenture.


 


2

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the day and year
first above written.


 


	
   

  	
  INTERVAL ACQUISITION CORP.

  
	
   

  	
  as Issuer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M. Nash

  
	
   

  	
   

  	
  Name: 
  Craig M. Nash

  
	
   

  	
   

  	
  Title:   
  President and Chief Executive

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  INTERVAL LEISURE GROUP, INC.

  
	
   

  	
  WORLDEX CORPORATION,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M. Nash

  
	
   

  	
   

  	
  Name: Craig M. Nash

  
	
   

  	
   

  	
  Title:   
  President and Chief Executive

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  IIC
  HOLDINGS, INCORPORATED,

  
	
   

  	
  INTERVAL EUROPEAN HOLDINGS

  LIMITED,

  
	
   

  	
  INTERVAL HOLDINGS, INC.,

  
	
   

  	
  INTERVAL INTERNATIONAL

  HOLDINGS, INC.,

  
	
   

  	
  INTERVAL INTERNATIONAL

  OVERSEAS HOLDINGS, INC.,

  
	
   

  	
  INTERVAL SOFTWARE SERVICES,

  LLC,

  
	
   

  	
  INTERVAL VACATION EXCHANGE,

  INC.,

  
	
   

  	
  XYZII, INC.,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M. Nash

  
	
   

  	
   

  	
  Name: Craig M. Nash

  
	
   

  	
   

  	
  Title:    President

  



 


 


Signature Page to Supp Indenture


 

















 


	
   

  	
  INTERVAL
  INTERNATIONAL, INC.,

  
	
   

  	
  INTERVAL
  RESORT & FINANCIAL

  SERVICES, INC.,

  
	
   

  	
  REP
  HOLDINGS, LTD.,

  
	
   

  	
  VACATION
  HOLDINGS HAWAII, INC.,

  
	
   

  	
  WORLDWIDE
  VACATION & TRAVEL,

  INC.,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Craig M. Nash

  
	
   

  	
   

  	
  Name: Craig M. Nash

  
	
   

  	
   

  	
  Title:  
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  MERAGON
  FINANCIAL SERVICES,

  INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Sheperd

  
	
   

  	
   

  	
  Name: Gregory Sheperd

  
	
   

  	
   

  	
  Title:  
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  MERIDIAN
  FINANCIAL SERVICES,

  INC.,

  
	
   

  	
  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeanette E. Marbert

  
	
   

  	
   

  	
  Name: Jeanette E. Marbert

  
	
   

  	
   

  	
  Title:   Executive Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  RESORTQUEST HAWAII, LLC,

  
	
   

  	
  RESORTQUEST REAL ESTATE OF

  HAWAII, LLC,

  
	
   

  	
  RQI
  HOLDINGS, LLC,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. Galea

  
	
   

  	
   

  	
  Name: John A. Galea

  
	
   

  	
   

  	
  Title:   Manager

  



 


 


Signature Page to Supp Indenture


 

















 


	
   

  	
  Bank of New York Mellon

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sherma Thomas

  
	
   

  	
   

  	
  Name: Sherma Thomas

  
	
   

  	
   

  	
  Title:   Assistant Treasurer

  



 


 


Signature Page to Supp Indenture